EXCHANGE AGREEMENTExchange Agreement • February 23rd, 2018 • Iconix Brand Group, Inc. • Footwear, (no rubber)
[•], a [ ] (the “Holder”) enters into this Exchange Agreement (the “Agreement”) with Iconix Brand Group, Inc., a Delaware corporation (the “Company”), on February [•], 2018, whereby the Holder will exchange (the “Exchange”) the Company’s 1.50% Convertible Senior Subordinated Notes due 2018 (CUSIP No.: 451055 AC1) (the “2018 Notes”) for the Company’s 5.75% Convertible Senior Secured Second Lien Notes due 2023 (CUSIP No.: 451055 AG2) having such terms as set forth in the Indenture (as defined herein) (the “2023 Notes”) at an exchange ratio of $1,000 principal amount of 2023 Notes for each $1,000 principal amount of 2018 Notes, and a cash payment.
ICONIX BRAND GROUP, INC. AND EACH OF THE GUARANTORS PARTY HERETO 5.75% CONVERTIBLE SENIOR SUBORDINATED SECURED SECOND LIEN NOTES DUE 2023 INDENTURE DATED AS OF FEBRUARY 22, 2018 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS TRUSTEE AND...Indenture • February 23rd, 2018 • Iconix Brand Group, Inc. • Footwear, (no rubber) • New York
THIS INDENTURE dated as of February 22, 2018 is by and among ICONIX BRAND GROUP, INC., a corporation duly organized under the laws of the State of Delaware (the “Company”), the Guarantors (as defined herein) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking corporation, as Trustee (the “Trustee”) and collateral agent (the “Collateral Agent”).
